SecProbe.io

June 9, 2011
 Via E-Mail

Richard D. Levy Executive Vice President & Controller Wells Fargo & Company
420 Montgomery Street
San Francisco, California 94163
Re: Wells Fargo & Company
 Form 10-K for Fiscal Year Ended December 31, 2010
Filed February 25, 2011 Form 10-Q for Fiscal Quarter Ended March 31, 2011 Filed May 6, 2011 File No. 001-02979

Dear Mr. Levy:
 We have reviewed your response dated May 25, 2011 and have the following comments.
In some of our comments, we may ask you to pr ovide us with information so we may better
understand your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  Where we have requested changes in  future filings, please include a draft of your
proposed disclosures that clearly identifies new or revised disclosu res.  If you do not believe our
comments apply to your facts and circumstances or  do not believe an amendment is appropriate,
please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 10-K for Fiscal Year Ended December 31, 2010

 Risk Management – Credit Risk Management, page 54

 Table 25:  Home Equity Portfolios, page 63

 1. We note your response to prior comment five  in our letter dated May 11, 2011 and that
41% of your NHEG balances are in junior lien positions behind third party first liens.
In addition, we note from your response that you are not provided with delinquency or
default information on the first lien loan until the foreclosure sale.  Please explain to us
how you take this information into consider ation in your determination of your general

Richard D. Levy Wells Fargo & Company June 9, 2011 Page 2

 reserve for the home equity portfolio.  Specifica lly, discuss if the junior lien loans with
positions behind third party first liens are cons idered a separate pool for your calculation.
If so, tell us the qualitati ve factors you consider for the pool (i.e. trend of higher
delinquencies, etc.) and if the loss factors ar e weighted differently than the remaining
home equity loan portfolio.
 2. Please tell us and disclose in future filings  the portion of your TDRs in the home equity
portfolio that are in a junior li en position behind third party firs t liens.  In addition, tell us
whether third party first lien ho lders contact you to discuss m odifications of both the first
and junior liens combined and if so, how su sceptible you are to en ter into these joint
modifications if the junior lien you hold is performing.
 Liability for Mortgage Loan Repurchase, page 72

 3. We note your response to prior comment si x in our letter dated May 11, 2011 and the
disclosures proposed for future filings.  It appears that your proposed disclosure of the
high end of the range represents the high end of  the range of “probable” losses, instead of
“reasonably possible” losses.  Additionally, it is unclear why your proposed disclosure
would also indicate that for matters where an  unfavorable outcome is reasonably possible
but not probable that there may be a range of  possible losses in excess of the established
liability that cannot be  estimated as this amount should be captured in your estimate of
the high end of the range of possible losses.  Please clarify what your  proposed disclosure
is intending to capture and confirm that you will provide an es timate of reasonably
possible losses in excess of the amount accrued.
4. We note your response to prior comment seve n in our letter date d May 11, 2011 and that
65% of the mortgage insurance rescission notices you received in 2010 resulted in
repurchase demands.  In an effort to provide gr eater transparency of the risk and exposure
of repurchase demands due to mortgage in surance rescissions please disclose the
information from your response in future f ilings.  Additionally, please clarify whether
you factor in projected mortgage insuran ce rescissions (as opposed to the ultimate
amount of mortgage insurance rescissions wh ich result in a demand) into your repurchase
liability.
 Note 8: Securitization and Variab le Interest Entities, page 146

5. We note your responses to prior comments 16 and 17 in our letter dated May 11, 2011.
Please confirm to us that you do not hold any eq uity interest in the VIEs discussed.  In
addition, consider revising your table of unconsolidated VIEs with which you have
significant continuing involvement to present separate debt and equity interest columns in
an effort to provide greater transparency.
6. We note from your response to prior comment  18 in our letter dated May 11, 2011 that
your exposure to loss associated with loans so ld to the GSEs or GNMA are the same as

Richard D. Levy Wells Fargo & Company June 9, 2011 Page 3

 loans in other unconsolidated trusts for which servicing is your only continuing
involvement.  Please tell us and revise to disclose in future filings if you have received
requests to repurchase loans fr om GNMA and describe the process in greater detail,
including the legal entity that makes the repu rchase request if it differs between FHA and
VA collateral.  As part of your resp onse, please clarify whether your GNMA
securitizations have collateral mixed of FH A and VA loans and discuss how the different
levels of guarantee/loss reimbursement work for the FHA and VA loans.  Finally, please
tell us the amount of VA losses you have r ecognized in excess of  the VA guarantee and
whether there are any specific geographic concentrations where those losses are
occurring.
7. As a related matter, we note that FHA a nd VA loans have high delinquency rates, but
given the guarantees provided by the U.S. G overnment, you continue to keep the loans on
accrual status.  In this regard, we note that as of March 31, 2011, you have $17.9 billion
of these loans that are 90 days past due but st ill on accrual status.  Please tell us whether
you have experienced any increa ses in denials of claims from the U.S. Government on
these types of loans.
Note 9: Mortgage Banking Activities, page 156

8. We note from your response to prior comment  20 in our letter dated May 11, 2011 that
the prepayment speed and other cash  flow/assumption updates during 2009 and 2010
mostly resulted in a decrease in your MSRs va luation except for three quarters.  Also, we
note that two of the quarters where these upda tes were positive to the MSRs valuation
were the fourth quarter for both 2009 and 2010.  Please explain to us the reason for this
trend in improvement in the MSRs valuation during the fourth quarter.  In your response,
specifically identify which assumptions  had the greatest impact and why.
 9. We note from your response to prior comment  22 in our letter dated May 11, 2011 that
you are the master/primary servicer for your commercial MSR portfolio, but that there is
a special servicer who has the right to serv ice and work out delinquent and foreclosed
loans.  Please explain to us all the differ ences between a master/primary servicer and
special servicer including if a contractual service fee is pa id for both and if there is a
significant difference in the fee structure.  Tell  us if you are the special  servicer for any of
your commercial MSRs and describe the busin ess reasons why it is not beneficial for you
to perform the duties of both servicers.
 10. We note from your response to prior comment  22 in our letter dated May 11, 2011 that
the entire residential amortized MSR portfolio  was originated in the fourth quarter of
2010.  In addition, we note your response to prior comment 23 that you elected the amortization method under the determination that  certain residential MSRs retained on
loans with low mortgage interest rates repr esented a new class of MSRs due to limited
prepayment and impairment risk.  Please tell us if you had serv icing assets and/or
liabilities that would belong to the new class had it previously been recognized, as well as

Richard D. Levy Wells Fargo & Company June 9, 2011 Page 4

 whether you have added more servicing asse ts to this new cla ss subsequent to
March 31, 2011.  Also, tell us how the low in terest rates on the underlying mortgage
loans in the new class were significantly diffe rent from residential MSRs originated in
2009 and the first nine months of 2010.

Note 14:  Guarantees and Legal Actions, page 166

 Loans and MHFS Sold with Recourse, page 167

 11. We note your response to prior comment 25 in our letter dated May 11, 2011.  Please
revise disclosures in future filings to include the information from the response.
 Definitive Proxy Statement on Schedule 14A

 Business Line Performance, page 63

 12. We note your response to prior comment 26 in our letter dated May 11, 2011 where you
indicate that the HRC “did not separately or  specifically focus on achievement of [the]
respective business line performance goals.”  We also note your disclosure on page 63
that “[s]uccess or failure at  achieving business line results is factored into the HRC’s
executive compensation decisions for the bus iness line leaders.”  Please revise your
disclosure in future filings to clarify how the HRC evaluates achievement of the business
line financial performance goals and to clea rly indicate whether or  not the goals are
material in the context of actual executive co mpensation for these individuals.  If the
HRC does not focus on achievement of the goa ls and you believe they are immaterial,
explain what the HRC feels is the purpose of establishing business line performance
goals.
2010 Annual Incentive Compensation, page 67

 13. We note your response to prior comment 28 in our letter dated May 11, 2011.  When
performance targets are measured against a peer group, please revise future filings to
specifically disclose the performance levels that you and the peer group achieved.  For
example, provide us with disclosure that indicates the RORCE le vel you achieved and the
RORCE level that was the median of the peer group.

Summary Compensabl e Table, page 74

 14. The circumstances that you describe in your response to prior comment 30 in our letter
dated May 11, 2011 appear to differ somewhat fr om the fact pattern set forth in Question
119.24 of the Regulation S-K Compliance & Disclo sure Interpretations .  Specifically, we
note that the HRC did not reduce the amount of  an equity incentive plan award that it
granted to Ms. Tolstedt in 2009; rather, it  determined to convert a portion of Ms.
Tolstedt’s non-equity incentive plan compensation to a grant of RSRs in February 2010.

Richard D. Levy Wells Fargo & Company June 9, 2011 Page 5

 To assist us in evaluating your resp onse, please respond to the following.

• Tell us the grant date fair value of  the award and how you calculated it.

• We note on page 65 that the HRC has discre tion to pay annual incentive awards in
stock awards instead of cash.  Tell us how  often and the circumstances under which
the HRC exercises that disc retion.  Also, tell us why the HRC decided to pay Ms.
Tolstedt’s award in RSRs, rather than cash as originally contemplated.

• Provide us with a revised footnote (4) that describes in greater detail the
circumstances surrounding the RSR gran t as reflected in  your response.

Form 10-Q for the Fiscal Quarter Ended March 31, 2011

 Note 8:  Mortgage Banking Activities, page 93

 15. We note your response to prior comment 33 in  our letter dated Ma y 11, 2011 and that the
increase in the valuation allowance for the residential amortized MSRs were for the GNMA securitizations.  Please explain to us  why the GNMA stratum has higher default
projections and unreimbursed foreclosure e xpenses compared to other conventional
product stratums.

You may contact Lindsay McCord at (202)  551-3417 or me at (202) 551-3512 if you
have questions regarding comments on the financ ial statements and related matters.  Please
contact Celia Soehner at (202) 551-3463 or Mich ael Seaman, Special Counsel, at (202) 551-3366
with any other questions.
Sincerely,
   /s/ Stephanie L. Hunsaker
Stephanie L. Hunsaker Senior Assistant Chief Accountant